HCI Equity Partners is a private investment management firm, including HCI Equity
Management, L.P. ("HCI"), a registered investment adviser, its affiliated investment advisers
and other organizations affiliated with HCI Equity Partners (collectively, "HCI Equity
Partners").
HCI, a Delaware limited partnership, was formed in November 2010, and commenced
operations in May 2011. HCI and its affiliated investment advisers, HC Equity Partners V,
L.L.C. ("HC Equity V"), HCI Management III, L.P. ("HCI Management III"), HCI
Management IV, L.P. ("HCI Management IV") and HCI Management V, L.P. ("HCI
Management V", collectively with HC Equity V, HCI Management III, and HCI Management
IV, and together with any future affiliated general partner entities, each a "General Partner,"
collectively the "General Partners", and the General Partners together with HCI, each an
"Adviser," and collectively, the "Advisers") were formed to provide "investment supervisory
services" to their clients, which consist of investment funds privately offered to qualified
investors in the United States and elsewhere.
HC Equity V is the general partner of Thayer Equity Investors V, L.P. ("Thayer V"),
HCI Management III is the general partner of HCI Equity Partners III, L.P. ("HCI III"), HCI
Management IV is the general partner of HCI Equity Partners IV, L.P. ("HCI IV") and HCI
Management V is the general partner of HCI Equity Partners V, L.P. ("HCI V" and collectively
with Thayer V, HCI III and HCI IV, and together with any future private investment fund
sponsored or managed by HCI Equity Partners, each a "Private Investment Fund," and
collectively, the "Private Investment Funds"). Each General Partner has the authority to make
all investment decisions for their respective Private Investment Funds and has advisory
responsibilities for the operations of the relevant Fund. Pursuant to the relevant Fund Governing
Documents (as defined below) and management agreement (and certain assignments and
amendments thereof with respect to agreements relating to Thayer V and HCI III), the advisory
responsibilities with respect to each of the Private Investment Funds have been assigned, or
delegated, to HCI.
HCI Management III and HCI are the general partner and the investment adviser,
respectively, of HCI Co-Investors III, L.P. ("Co-Investors III" and together with any future co-
invest vehicles managed by HCI, each, a "Co-Invest Fund," collectively, the "Co-Invest
Funds," and collectively with the Private Investment Funds, each a "Fund," and collectively, the
"Funds"). The Co-Invest Funds generally are formed for the benefit of certain HCI personnel
and other persons associated with HCI to invest in excess investment opportunities (if available)
in portfolio companies of a specific Private Investment Fund. Investments by the Co-Invest
Funds typically involve investment and disposal of interests in the applicable portfolio company
at substantially the same time and on substantially the same terms as the Private Investment Fund
making the investment. Each General Partner listed above is subject to the Advisers Act pursuant
to HCI's registration in accordance with SEC guidance. This Brochure also describes the
business practices of the General Partners, which operate as a single advisory business together
with HCI.
The Funds are private equity funds and invest through negotiated transactions in
operating entities, generally referred to herein as "portfolio companies." Because the investment
advisory services provided to Thayer V and HCI III have remained substantially the same over
time, the disclosures contained herein generally are written as though HCI and the other Advisers
have always provided investment advisory services to Thayer V and HCI III, even though they
only assumed management of them in May 2011.
HCI's investment advisory services to the Funds consist of identifying and evaluating
investment opportunities, negotiating the terms of and structuring investments, managing and
monitoring investments, partnering with management teams of portfolio companies to execute
growth strategies and achieving dispositions for such investments. Although each Fund makes
investments predominantly in non-public companies, each Fund is authorized to invest in public
companies subject to any limits set forth in the Fund's
Governing Documents (as defined below).
Where such investments consist of portfolio companies, the senior principals or other personnel
of HCI or its affiliates typically serve on such portfolio companies' respective boards of directors
or otherwise act to influence control over management of portfolio companies in which the
Funds have invested.
HCI's advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a "Memorandum"), management agreements
and limited partnership, limited liability company or other operating agreements of the Funds
(each, a "Partnership Agreement," and, together with any relevant Memorandum, the
"Governing Documents") and are further described below under "Methods of Analysis,
Investment Strategies and Risk of Loss." Investors in the Funds (generally referred to herein as
"investors," "limited partners" or "partners") participate in the overall investment program for the
applicable Fund, but in certain circumstances are excused from a particular investment due to
legal, regulatory or other agreed-upon circumstances pursuant to the relevant Governing
Documents; for the avoidance of doubt, such arrangements generally do not and will not create
an adviser-client relationship between HCI and any investor. The Funds or the General Partners
have, and expect in the future to, enter into side letters or other similar agreements with certain
investors that have the effect of establishing rights under, or altering or supplementing the terms
of a Fund's Governing Documents, including economic or other terms, such as provisions
relating to the Management Fee (as defined below) and distributions, with respect to such
investors.
Additionally, as permitted by the relevant Governing Documents, the Advisers expect to
provide (or agree to provide) co-investment opportunities (including the opportunities to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel, HCI's personnel and/or certain other persons
associated with HCI and/or its affiliates (e.g., a vehicle formed by HCI's principals to co-invest
alongside a particular Private Investment Fund's transactions). Such co-investments typically
involve investment and disposal of interests in the applicable portfolio company at substantially
the same time and on substantially the same terms as the Private Investment Fund making the
investment. However, for strategic and other reasons, a co-investor or co-invest vehicle
(including a co-investing Fund) purchases a portion of an investment from one or more Funds
after such Funds have consummated their investment in the portfolio company (also known as a
post-closing sell-down or transfer), which generally will have been funded through Fund investor
capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a
co-investor or co-invest vehicle generally occurs shortly after the Fund's completion of the
investment to avoid any changes in valuation of the investment, but in certain instances could be
well after the Fund's initial investment. Where appropriate, and in HCI's sole discretion, HCI
reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or
otherwise equitably to adjust the purchase price under certain conditions), and to seek
reimbursement to the relevant Fund for related costs. However, to the extent any such amounts
are not so charged or reimbursed (including charges or reimbursements required pursuant to
applicable law), they generally will be borne by the relevant Fund.
As of December 31, 2023, HCI managed approximately $1,152,364,820 in client assets
on a discretionary basis. HCI's principal owners are Daniel M. Dickinson and Douglas P.
McCormick and its general partner is HCI Equity Partners, L.L.C., a Delaware limited liability
company. HCI Equity Partners, L.L.C. is managed by a Board of Directors, the members of
which are elected by majority vote of the voting members of HCI Equity Partners, LLC. Daniel
M. Dickinson and Douglas P. McCormick currently are Directors on the Board of Directors of
HCI Equity Partners, LLC.